<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended June 28, 1996 Commission file number: 0 - 23644
INVESTMENT TECHNOLOGY GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 13 - 3757717
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
900 Third Avenue, New York, New York (212) 755 - 6800
(Address of Principal Executive Offices) (Registrant's Telephone Number,
Including Area Code)
10022
(Zip Code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
As of August 5, 1996, the Registrant had 18,254,800 shares of common stock, $.01
par value, outstanding.
<PAGE> 2
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Page
----
<S> <C>
Item 1. Financial Statements
Consolidated Statement of Financial Condition:
June 28, 1996 (unaudited) and December 31, 1995.................................... 3
Consolidated Statement of Operations (unaudited):
Six Months Ended June 28, 1996 and June 30, 1995.................................. 4
Consolidated Statement of Operations (unaudited):
Three Months Ended June 28, 1996 and June 30, 1995................................ 5
Consolidated Statement of Changes in Stockholders' Equity (unaudited):
Six Months Ended June 28, 1996.................................................... 6
Consolidated Statement of Cash Flows (unaudited):
Six Months Ended June 28, 1996 and June 30, 1995.................................. 7
Condensed Notes to Consolidated Financial Statements (unaudited)...................... 8
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations................................................................. 9
Item 4. Submission of Matters to a Vote of Security Holders................................... 12
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K...................................................... 12
</TABLE>
Investment Technology Group, Inc. and Subsidiaries
Page 2 of 13
<PAGE> 3
PART I. - FINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA
<TABLE>
<CAPTION>
June 28, December 31,
1996 1995
---------- ------------
ASSETS (unaudited)
<S> <C> <C>
Cash and cash equivalents........................ $36,555 $17,960
Securities owned................................. 6,031 8,509
Trade receivables................................ 4,616 2,482
Trade receivable from affiliate.................. 2,542 7,766
Due from affiliates.............................. 928 5,001
Premises and equipment........................... 6,679 4,852
Capitalized software............................. 3,152 2,757
Other assets..................................... 2,798 2,640
Goodwill......................................... 2,746 3,021
Deferred tax asset............................... 1,612 330
------- -------
$67,659 $55,318
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses............ $ 7,832 $ 5,112
Software royalties payable....................... 2,030 1,794
Securities sold, not yet purchased............... 63 --
Due to affiliates................................ 2,138 2,243
Income taxes payable to affiliate................ 803 690
------- -------
12,866 9,839
Stockholders' equity:
Preferred stock, par value $.01; shares authorized:
5,000,000; none issued...................... -- --
Common stock, par value $.01; shares authorized:
30,000,000; shares issued: 18,700,000....... 187 187
Additional paid-in capital.................... 36,055 36,055
Retained earnings............................. 22,242 11,279
Common stock held in treasury, at cost; shares: 440,200
at June 28, 1996 and 310,200 at December 31, 1995
(3,691) (2,042)
------- -------
Total stockholders' equity.................... 54,793 45,479
------- -------
$67,659 $55,318
======= =======
Book value per share............................. $ 3.00 $ 2.47
======= =======
</TABLE>
See accompanying unaudited notes to consolidated financial statements.
Investment Technology Group, Inc. and Subsidiaries
Page 3 of 13
<PAGE> 4
CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
DOLLARS AND SHARES IN THOUSANDS, EXCEPT PER SHARE AMOUNTS
<TABLE>
<CAPTION>
Six Months Ended
-------------------------
June 28, June 30,
1996 1995
---- ----
<S> <C> <C>
Revenues ........................................... $52,980 $33,043
Expenses:
Compensation and employee benefits ............ 12,021 7,071
Transaction processing ........................ 7,475 4,933
Software royalties ............................ 4,243 2,645
Occupancy and equipment ....................... 2,284 1,701
Consulting .................................... 1,546 959
Telecommunications and data processing services 2,176 1,162
Other general and administrative .............. 3,749 2,898
------- -------
33,494 21,369
------- -------
Earnings before income tax expense ............ 19,486 11,674
Income tax expense ................................. 8,523 5,149
------- -------
Net earnings ....................................... $10,963 $ 6,525
======= =======
Net earnings per share of common stock ............. $ 0.59 $ 0.35
======= =======
Weighted average shares of common stock and common
stock equivalents outstanding ...................... 18,606 18,526
======= =======
</TABLE>
See accompanying unaudited notes to consolidated financial statements.
Investment Technology Group, Inc. and Subsidiaries
Page 4 of 13
<PAGE> 5
CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
DOLLARS AND SHARES IN THOUSANDS, EXCEPT PER SHARE AMOUNTS
<TABLE>
<CAPTION>
Three Months Ended
------------------------
June 28, June 30,
1996 1995
---- ----
<S> <C> <C>
Revenues ............................................... $26,313 $16,700
Expenses:
Compensation and employee benefits ................ 6,006 3,529
Transaction processing ............................ 3,776 2,727
Software royalties ................................ 2,022 1,264
Occupancy and equipment ........................... 1,257 883
Consulting ........................................ 692 396
Telecommunications and data processing services ... 925 676
Other general and administrative .................. 1,783 1,332
------- -------
16,461 10,807
------- -------
Earnings before income tax expense ................ 9,852 5,893
Income tax expense ..................................... 4,285 2,543
------- -------
Net earnings ........................................... $ 5,567 $ 3,350
======= =======
Net earnings per share of common stock ................. $ 0.30 $ 0.18
======= =======
Weighted average shares of common stock and common stock
equivalents outstanding ................................ 18,574 18,520
======= =======
</TABLE>
See accompanying unaudited notes to consolidated financial statements.
Investment Technology Group, Inc. and Subsidiaries
Page 5 of 13
<PAGE> 6
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
SIX MONTHS ENDED JUNE 28, 1996
DOLLARS IN THOUSANDS
<TABLE>
<CAPTION>
Common Total
Additional Stock Stock-
Preferred Common Paid-in Retained Held in holders'
Stock Stock Capital Earnings Treasury Equity
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1995 ... $-- $ 187 $36,055 $11,279 $(2,042) $45,479
Purchase of common stock
for treasury (130,000 shares) (1,649) (1,649)
Net earnings ................... 10,963 10,963
-----------------------------------------------------------------------------
Balance at June 28, 1996 ....... $-- $ 187 $36,055 $22,242 $(3,691) $54,793
============================================================================
</TABLE>
See accompanying unaudited notes to consolidated financial statements.
Investment Technology Group, Inc. and Subsidiaries
Page 6 of 13
<PAGE> 7
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
DOLLARS IN THOUSANDS
<TABLE>
<CAPTION>
Six Months Ended
--------------------------
June 28, June 30,
1996 1995
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net earnings .......................................................... $10,963 $ 6,525
Adjustments to reconcile net earnings to net cash provided by operating
activities:
Deferred income tax (benefit) expense ............................. (1,282) 1,618
Depreciation and amortization ..................................... 1,618 1,003
Unearned income related to investments ............................ (83) (293)
Decrease (increase) in operating assets:
Securities owned ............................................. 2,478 (865)
Trade receivables ............................................ (2,134) (880)
Trade receivable from affiliate .............................. 5,224 (1,517)
Due from affiliates .......................................... 4,073 --
Income taxes receivable from affiliate ....................... -- 1,405
Other assets ................................................. (303) (315)
Increase (decrease) in operating liabilities:
Accounts payable and accrued expenses ........................ 2,948 1,325
Software royalties payable ................................... 236 208
Termination of plans expense payable ......................... -- (758)
Due to affiliates ............................................ (105) 689
Securities sold, not yet purchased ........................... 63 802
Income taxes payable to affiliate ............................ 113 1,614
------- -------
Net cash provided by operating activities ............................. 23,809 10,561
------- -------
Cash flows from financing activities:
Purchase of common stock for treasury ................................. (1,649) (525)
------- -------
Net cash used by financing activities ................................. (1,649) (525)
------- -------
Cash flows from investing activities:
Purchase of premises and equipment .................................... (2,611) (2,138)
Capitalization of software development costs .......................... (954) (964)
------- -------
Net cash used by investing activities ................................. (3,565) (3,102)
------- -------
Net increase in cash and cash equivalents ............................. 18,595 6,934
Cash and cash equivalents - beginning of period ............................ 17,960 21,446
------- -------
Cash and cash equivalents - end of period .................................. $36,555 $28,380
======= =======
Supplemental cash flow information:
Interest paid ......................................................... $ 54 $ 2
======= =======
Income taxes paid to affiliate ........................................ $ 9,692 $ 512
======= =======
</TABLE>
See accompanying unaudited notes to consolidated financial statements.
Investment Technology Group, Inc. and Subsidiaries
Page 7 of 13
<PAGE> 8
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
BASIS OF PRESENTATION
The consolidated financial statements include the accounts of Investment
Technology Group, Inc. and its wholly-owned subsidiaries (collectively, the
"Company"), principally ITG Inc. ("ITG"), a Delaware corporation, registered as
a broker-dealer in securities under the Securities Exchange Act of 1934, and ITG
Global Trading, Inc. ("Global Trading") which is a 50% partner in the Global
POSIT joint venture. Jefferies Group, Inc. ("Jefferies Group") owned over 80% of
the Company's common stock at June 28, 1996.
All material intercompany balances and transactions are eliminated in
consolidation. The consolidated financial statements reflect all adjustments
which are, in the opinion of management, necessary for the fair statement of the
results for the interim periods and should be read in conjunction with the
Company's 1995 annual report on Form 10-K.
Certain reclassifications have been made to the financial statements for the
prior period to conform to the presentation for 1996.
INCOME TAXES
The Company is a member of the Jefferies affiliated group ("Group") for purposes
of filing a Federal income tax return (i.e., Jefferies Group owns more than 80%
of the Company). The Company's tax liability is determined on a "separate
return" basis. That is, the Company is required to pay to Jefferies Group its
proportionate share of the consolidated tax liability plus any excess of its
"separate" tax liability (assuming a separate tax return were to be filed by the
Company) over its proportionate amount of the consolidated Group tax liability.
Alternatively, Jefferies Group is required to pay the Company an "additional
amount" for the amount by which the consolidated tax liability of the Group is
decreased by reason of inclusion of the Company in the Group.
Investment Technology Group, Inc. and Subsidiaries
Page 8 of 13
<PAGE> 9
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
FIRST HALF 1996 VERSUS FIRST HALF 1995 (Dollars in millions, except as noted)
<TABLE>
<CAPTION>
Six Months Ended Change
---------------- ------
June 28, 1996 June 30, 1995 Amount Percentage
------------- ------------- ------ ----------
<S> <C> <C> <C> <C>
Revenues $53.0 $33.0 $20.0 61%
Number of Trading Days 126 126 0 0%
Revenues per Trading Day (Dollars in thousands) $ 421 $ 262 $ 159 61%
</TABLE>
Increased revenues were attributed to a growing use of POSIT, QuantEX and the
Company's other electronic trading desk services. For the six months ended June
28, 1996, POSIT revenues were approximately 59% or $12.0 million above the
comparable period for 1995, while QuantEX revenues were approximately 67% or
$5.2 million above the comparable period for 1995. For the six months ended June
28, 1996, other electronic trading desk services were $3.2 million above the
comparable period for 1995.
<TABLE>
<CAPTION>
Six Months Ended Change
---------------- ------
June 28, 1996 June 30, 1995 Amount Percentage
------------- ------------- ------ ----------
<S> <C> <C> <C> <C>
Compensation and employee benefits expense $12.0 $7.1 $4.9 69%
Number of employees at period end 149 111 38 34%
Revenues per employee (Dollars in thousands) $ 356 $297 $ 59 20%
Compensation and employee benefits expense per
employee (Dollars in thousands) $ 81 $ 64 $ 17 27%
</TABLE>
The increase in compensation and employee benefits expense is due primarily to
an increase in the number of employees and an increase in profitability based
compensation.
<TABLE>
<CAPTION>
Six Months Ended Change
---------------- ------
June 28, 1996 June 30, 1995 Amount Percentage
------------- ------------- ------ ----------
<S> <C> <C> <C> <C>
Transaction processing expense $ 7.5 $ 4.9 $ 2.6 53%
Transaction processing expense as a percentage
of revenues 14.2% 14.8% (0.6%) (4.1%)
</TABLE>
The increase is primarily due to the expense associated with a higher volume of
transactions in 1996. The decrease in expense per revenues is due to lower
execution charges as a result of volume discounts and a change in the mix of
ticket types in favor of lower priced tickets.
<TABLE>
<CAPTION>
Six Months Ended Change
---------------- ------
June 28, 1996 June 30, 1995 Amount Percentage
------------- ------------- ------ ----------
<S> <C> <C> <C> <C>
Software royalties expense $4.2 $2.6 $1.6 62%
</TABLE>
The increase is due to higher revenue associated with POSIT.
<TABLE>
<CAPTION>
Six Months Ended Change
---------------- ------
June 28, 1996 June 30, 1995 Amount Percentage
------------- ------------- ------ ----------
<S> <C> <C> <C> <C>
Occupancy and equipment expense $2.3 $1.7 $0.6 35%
</TABLE>
The increase is due primarily to depreciation of premises and equipment acquired
since the beginning of 1995 and increased rent expense, which is primarily
related to opening the new Boston office in April 1995.
<TABLE>
<CAPTION>
Six Months Ended Change
---------------- ------
June 28, 1996 June 30, 1995 Amount Percentage
------------- ------------- ------ ----------
<S> <C> <C> <C> <C>
Consulting expense $1.5 $1.0 $0.5 50%
</TABLE>
Consulting is primarily for equity research functions which the Company
currently believes are advantageous to out-source. The increase is due primarily
to the Firm undertaking special projects related to contingency planning and
systems' security.
Investment Technology Group, Inc. and Subsidiaries
Page 9 of 13
<PAGE> 10
<TABLE>
<CAPTION>
Six Months Ended Change
---------------- ------
June 28, 1996 June 30, 1995 Amount Percentage
------------- ------------- ------ ----------
<S> <C> <C> <C> <C>
Telecommunications and data processing
services expense $2.2 $1.2 $1.0 83%
</TABLE>
The increase is due primarily to an increase in quotation services and
communications charges associated with the increased number of QuantEX
installations. In addition, an increased level of activity in the existing
QuantEX business raised the semi variable component of the quotation services
and communications charges.
<TABLE>
<CAPTION>
Six Months Ended Change
---------------- ------
June 28, 1996 June 30, 1995 Amount Percentage
------------- ------------- ------ ----------
<S> <C> <C> <C> <C>
Other general and administrative expense $3.7 $2.9 $0.8 28%
</TABLE>
The increase is largely due to an increase in amortization of capitalized
software and allowances for general legal and bad debt expenses.
<TABLE>
<CAPTION>
Six Months Ended Change
---------------- ------
June 28, 1996 June 30, 1995 Amount Percentage
------------- ------------- ------ ----------
<S> <C> <C> <C> <C>
Income tax expense $8.5 $5.1 $3.4 67%
</TABLE>
The increase is entirely due to the increase in pretax earnings.
SECOND QUARTER 1996 VERSUS SECOND QUARTER 1995 (Dollars in millions, except as
noted)
<TABLE>
<CAPTION>
Three Months Ended Change
------------------ ------
June 28, 1996 June 30, 1995 Amount Percentage
------------- ------------- ------ ----------
<S> <C> <C> <C> <C>
Revenues $26.3 $16.7 $9.6 57%
Number of Trading Days 63 63 0 0%
Revenues per Trading Day (Dollars in thousands) $ 418 $ 265 $153 58%
</TABLE>
Increased revenues were attributed to a growing use of POSIT, QuantEX and the
Company's other electronic trading desk services. For the quarter ended June 28,
1996, POSIT revenues were approximately 61% or $5.8 million above the comparable
period for 1995, while QuantEX revenues were approximately 61% or $2.6 million
above the comparable period for 1995. For the quarter ended June 28, 1996, other
electronic trading desk services were $1.2 million above the comparable period
for 1995.
<TABLE>
<CAPTION>
Three Months Ended Change
------------------ ------
June 28, 1996 June 30, 1995 Amount Percentage
------------- ------------- ------ ----------
<S> <C> <C> <C> <C>
Compensation and employee benefits expense $6.0 $3.5 $2.5 71%
Number of employees at period end 149 111 38 34%
Revenues per employee (Dollars in thousands) $177 $150 $ 27 18%
Compensation and employee benefits expense per
employee (Dollars in thousands) $ 40 $ 32 $ 8 25%
</TABLE>
The increase in compensation and employee benefits expense is due primarily to
an increase in the number of employees and an increase in profitability based
compensation.
<TABLE>
<CAPTION>
Three Months Ended Change
------------------ ------
June 28, 1996 June 30, 1995 Amount Percentage
------------- ------------- ------ ----------
<S> <C> <C> <C> <C>
Transaction processing expense $ 3.8 $ 2.7 $ 1.1 41%
Transaction processing expense as a percentage
of revenues 14.4% 16.2% (1.8%) (11.1%)
</TABLE>
Investment Technology Group, Inc. and Subsidiaries
Page 10 of 13
<PAGE> 11
The increase is primarily due to the expense associated with a higher volume of
transactions in 1996. The decrease in expense per revenues is due to lower
execution charges as a result of volume discounts and a change in the mix of
ticket types in favor of lower priced tickets.
<TABLE>
<CAPTION>
Three Months Ended Change
------------------ ------
June 28, 1996 June 30, 1995 Amount Percentage
------------- ------------- ------ ----------
<S> <C> <C> <C> <C>
Software royalties expense $2.0 $1.3 $0.7 54%
</TABLE>
The increase is due to higher revenue associated with POSIT.
<TABLE>
<CAPTION>
Three Months Ended Change
------------------ ------
June 28, 1996 June 30, 1995 Amount Percentage
------------- ------------- ------ ----------
<S> <C> <C> <C> <C>
Occupancy and equipment expense $1.3 $0.9 $0.4 44%
</TABLE>
The increase is due primarily to depreciation of premises and equipment acquired
since the beginning of 1995.
<TABLE>
<CAPTION>
Three Months Ended Change
------------------ ------
June 28, 1996 June 30, 1995 Amount Percentage
------------- ------------- ------ ----------
<S> <C> <C> <C> <C>
Consulting expense $0.7 $0.4 $0.3 75%
</TABLE>
Consulting is primarily for equity research functions which the Company
currently believes are advantageous to out-source. The increase is due primarily
to the Firm undertaking special projects related to contingency planning and
systems' security.
<TABLE>
<CAPTION>
Three Months Ended Change
------------------ ------
June 28, 1996 June 30, 1995 Amount Percentage
------------- ------------- ------ ----------
<S> <C> <C> <C> <C>
Telecommunications and data processing
services expense $0.9 $0.7 $0.2 29%
</TABLE>
The increase is due primarily to an increase in quotation services and
communications charges associated with the increased number of QuantEX
installations. In addition, an increased level of activity in the existing
QuantEX business raised the semi variable component of the quotation services
and communications charges.
<TABLE>
<CAPTION>
Three Months Ended Change
------------------ ------
June 28, 1996 June 30, 1995 Amount Percentage
------------- ------------- ------ ----------
<S> <C> <C> <C> <C>
Other general and administrative expense $1.8 $1.3 $0.5 38%
</TABLE>
The increase is largely due to an increase in the allowance for bad debt
expenses.
<TABLE>
<CAPTION>
Three Months Ended Change
------------------ ------
June 28, 1996 June 30, 1995 Amount Percentage
------------- ------------- ------ ----------
<S> <C> <C> <C> <C>
Income tax expense $4.3 $2.5 $1.8 72%
</TABLE>
The increase is primarily due to the increase in pretax earnings, as well as an
increase in the effective tax rate from 43.2% to 43.5%.
Investment Technology Group, Inc. and Subsidiaries
Page 11 of 13
<PAGE> 12
Item 4 Submission of Matters to a Vote of Security Holders
(a) Date of Meeting - May 14, 1996
Type of Meeting - Annual Meeting of Stockholders
(b) At the meeting, the following directors were elected by the
stockholders to hold office until the next annual meeting of stockholders or
until their successors have been duly elected and qualified:
Frank E. Baxter
Richard G. Dooley
David F. Eisner
William I. Jacobs
Raymond L. Killian, Jr.
Robert L. King
Dale A. Prouty
Scott P. Mason
Mark A. Wolfson
(c) At the meeting, with respect to the election of the directors, the
following votes were cast in the following manner:
Election of Directors
<TABLE>
<CAPTION>
NAME FOR WITHHELD
---- --- --------
<S> <C> <C>
Frank E. Baxter 18,299,125 5,400
Richard G. Dooley 18,299,125 5,400
David F. Eisner 18,299,125 5,400
William I. Jacobs 18,299,125 5,400
Raymond L. Killian, Jr. 18,299,125 5,400
Robert L. King 18,299,125 5,400
Dale A. Prouty 18,299,125 5,400
Scott P. Mason 18,299,125 5,400
Mark A. Wolfson 18,299,125 5,400
</TABLE>
Approval of the Non-employee Directors' Stock Option Plan
Number of Shares
----------------
For 18,278,280
Against 18,070
Abstain 4,000
Broker Non-votes 4,175
(d) Not applicable
PART II. - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K.
There were no reports filed on Form 8-K during the quarter ended
June 28, 1996.
Investment Technology Group, Inc. and Subsidiaries
Page 12 of 13
<PAGE> 13
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INVESTMENT TECHNOLOGY GROUP, INC.
(Registrant)
Date: August 14, 1996 By: /s/ John R. MacDonald
----------------------
John R. MacDonald
Chief Financial Officer, and
Duly Authorized Signatory of Registrant
INVESTMENT TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
Page 13 of 13
<PAGE> 14
EXHIBIT INDEX
-------------
Exhibit 27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-28-1996
<CASH> 36,555
<SECURITIES> 6,031
<RECEIVABLES> 8,086
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 6,679
<DEPRECIATION> 0
<TOTAL-ASSETS> 67,659
<CURRENT-LIABILITIES> 12,866
<BONDS> 0
0
0
<COMMON> 187
<OTHER-SE> 54,606
<TOTAL-LIABILITY-AND-EQUITY> 67,659
<SALES> 52,980
<TOTAL-REVENUES> 52,980
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 33,494
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 19,486
<INCOME-TAX> 8,523
<INCOME-CONTINUING> 10,963
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,963
<EPS-PRIMARY> .59
<EPS-DILUTED> 0
</TABLE>
